Detroit, MI – Armed with a new album in stores featuring production from Toronto’s own Boi-1da on the lead single, Eminem graces the cover of Billboard Magazine for the very first time… surprising since he’s sold MILLIONS of records in the last decade. Click the jump to read the interview. Shouts to 1da for producing a record that people in Em’s own circle are hailing as his new “Lose Yourself” or “Way I Am”… a song of that magnitude. Their comments in the Billboard story indicate their trust in the song’s staying power and largely credit the song for the album’s incredible buzz.

“Make some noise for a gentleman who’s come a long way.” It’s a muggy, breeze-less June night in New York, and some 200 fans have pressed into Bowery Ballroom under the pretense of watching local rappers with questionable names like Kosha Dillz and Quest McCody berate each other with questionable lines, like, “You sound like a character from ‘The Legend of Zelda.’ ” Really, though, everyone is here for Eminem.

The rap superstar was rumored to be headlining this freestyle battle event, Red Bull EmSee: The Road to 8 Mile, named after his own Detroit origins and the Academy Award-nominated 2002 movie that chronicled them. Now, the night’s host has finally confirmed that Marshall Mathers will take the stage.

From the moment he does — with “Despicable,” a freestyle that was leaked in April to hype his new album, “Recovery” (Shady/Aftermath/Interscope) — Eminem looks furious. Neck pulsing, eyes alight, he plows through bars with the intensity of someone who has spent the past five years fighting just to stay alive, which, in fact, he has, due in large part to a lengthy and near-fatal addiction to prescription medications including Vicodin, Valium, Ambien and methadone. “Better not let up, better not let them breathe,” he spits. “Last shot, give it all you got/Try to turn me down, bitch, get fucked with the volume knob/Fuck all you snobs.”

His set ends not 10 minutes later, after performing two tracks from “Recovery”: “On Fire,” produced by his onstage hype man Mr. Porter, and the explosive “Won’t Back Down,” featuring pop outlier Pink on the chorus. Only when he says goodbye does Eminem hint at the calmer, now more sentient artist behind the lethal-as-ever rhymes.

“I do realize, man, for real, that if it were not for you guys I would not be standing up here right fucking now,” he tells the crowd. “Honest to God, man — thank you to each and every one of you.” As he leaves, fans scream and chant “Encore, encore!” to no avail.

Eminem has good reason to feel grateful: June 21 marked the release of “Recovery,” his second studio album in as many years after a long and turbulent hiatus. The first one, “Relapse,” was released last May and followed 2005’s “Encore,” which sold 5.2 million copies, according to Nielsen SoundScan, and spent four weeks at No. 1 on the Billboard 200.

Perhaps more so for Eminem than any other artist, “underwhelming” is a relative term when it comes to sales. At 2 million copies, “Relapse” has sold significantly less than his previous sets but was the top-selling rap album of 2009, affirming the continued loyalty of his fans and his music’s ability to withstand leaks. All told, Eminem has sold 35.7 million albums in the United States in slightly more than 11 years and was the best-selling artist of the last decade. In its first week of release, “Recovery” is projected to add around 600,000 copies to his grand total.

“I don’t think I’ve actually stopped to think about it,” Eminem says by phone from his home in Detroit, while on a brief break between trips to promote “Recovery.” “I never thought that my life would amount to this. But to be able to sit back and digest it is so strange to me, because I still feel so regular. I don’t understand what people think the big deal is about me. It’s a very strange relationship that I have with fame.”

What Eminem has spent a great deal of time thinking about, however, is artistic merit. He continues to speak openly about what he believes is the mixed quality of his last two albums. “I was pretty much in full-blown addiction while I was creating [“Encore”],” he says, “and as far as ‘Relapse,’ when I first got sober I got really happy because I was not a prisoner of addiction anymore, so life was brand-new to me. I was like, ‘Shit, man, trees are beautiful again. What a nice day it is.’ I don’t think I was paying attention to what the average listener might like or not like.”

During the four years between “Encore” and “Relapse,” Eminem grappled with events that would turn anyone’s life upside down: the death of best friend and fellow Detroit rapper DeShaun “Proof” Holton in 2004; a second divorce from his high school sweetheart, Kimberly Mathers, in 2006; and a deepening dependency on pills. When he says, “Technically, I’m not even supposed to be here right now,” on the introduction to “Recovery” cut “Cinderella Man,” he’s not joking.

“Anybody who’s known someone fighting this kind of addiction knows it can be extremely challenging,” says Paul Rosenberg, Eminem’s longtime manager. “During that period I lost a friend, and I certainly didn’t have as much of a business partner. All that’s back now, though, and it’s incredible.”

Like “Relapse” before it, “Recovery” could be considered a personal triumph just by nature of its existence. But the album succeeds at far more than that. Eminem has written his most complete rhymes in years, and while Slim Shady — the completely offensive alter ego that made him such a cultural hot button in the early aughts — is largely absent on “Recovery,” the severance feels necessary for an MC who will turn 38 in October.

For the first time, too, Eminem collaborated with producers outside of his tight-knit circle (Dr. Dre, Mike Elizondo, Mark Batson), employing Just Blaze, Boi-1da, Jim Jonsin and others. The result sounds quite literally like a new beginning, both reinforcing Eminem’s lyrical dominance and presenting a clearer vision of his potential as a mature artist.

“It’s everything that you would want to hear from him at this point in his career,” says DJ Khalil, who helped craft four tracks on “Recovery,” the most of any producer. “He’s the best rapper, period, and he has a lot to say right now.”

“As [“Relapse”] was coming along, I heard the song structures and production get broader and better,” Interscope chairman Jimmy Iovine says. “It all came together in the last month or two to a real crescendo. His last albums haven’t sold as much, but this one will appeal to a much broader base. He shows all the signs of being one of the great lyricists, on par with [Bruce] Springsteen, Bono and [Bob] Dylan.”

Eminem promised fans a different set of releases last year — “Relapse” and “Relapse 2″ — but shifted gears almost as soon as he started the latter. In December, he dropped “Relapse: The Refill,” a deluxe album with bonus new material, to keep fans satisfied as he kept recording.

“He already knew what sort of mistakes he had made with the previous album and where he wanted to go from there,” says Just Blaze, who was the first producer to enter the studio with Eminem for “Recovery” sessions late last year.

“I would go back and listen to songs off ‘The Marshall Mathers LP,’ ‘The Eminem Show’ and some of ‘Encore’ and ask, ‘Why don’t my music feel like this anymore?’ ” Eminem recalls. ” ‘The Way I Am,’ ‘Criminal’ and ‘Toy Soldiers’ were songs that meant something. I wanted there to be a reason why I was making each song, instead of making it just to make it.”

Eminem recorded most of “Recovery” in his new hometown studio, built in part to combat his reclusive habits during addiction. “I still have the studio at my house, but it reminds me of when I was in a really dark place,” he says. “As soon as all the pills were flushed out of my system and I started seeing things clearer, going downstairs in my basement and recording creeped me out a little bit.”

While Eminem and Just Blaze had planned to work together for years, the rapper’s collaborations with other producers came about differently. Most sent demos directly to his manager and de facto A&R exec Rosenberg first, then waited for a callback.

“I’ve always given my opinion on the creative side, but in terms of bringing him tracks it’s the most involved I’ve been,” Rosenberg says.

Jim Jonsin says he went for a “soulful, Southern rock feel” on “Space Bound” and heard from Rosenberg shortly after sending the demo. Within three days, Jonsin met Eminem in Detroit. “He had already done his vocals before I got there, so we just polished it up and tried out other song ideas,” he says.

Khalil sent several beats to Rosenberg after hearing that Eminem admired some of his recent work, such as Clipse and Kanye West’s “Kinda Like a Big Deal.” His mentor Dr. Dre gave him a call around the time of the Grammy Awards in February and told him to meet them in Los Angeles. “Dre was like, ‘Yo, Em wants to meet you,’ ” he recalls. “It was a dream come true.”

Alex Da Kid, who produced the standout ballad “Love the Way You Lie,” featuring Rihanna, says that Shady senior director of A&R Rigo Morales “heard my beat and what I had done with B.o.B on ‘Airplanes,’ and I guess they realized they kind of liked me.”

Rosenberg says of “Love the Way You Lie,” which chronicles an abusive relationship, “Marshall wrote it with Rihanna in mind and hoped that she was open to taking on that subject matter. She heard it and thought that it would be a great opportunity to do that.”

All together, Eminem says he recorded “at least three or four albums’ worth” of material for “Recovery.” “I must have gone through 200-300 beats,” he says. “I probably picked a hundred of them and made songs to all of them and then nailed it down. I wanted to put the best of the best on this record.”

The perfectionism paid off most on “You’re Never Over,” a heart-wrenching tribute to Proof that his most devout fans are citing as a breakthrough. Eminem himself hasn’t seen the feedback (”I can’t read the comments, man. I’ll go fucking crazy”), but he says it’s especially meaningful in this case.

“It makes me feel like, ‘Finally, I got it,’ ” he says. “It took me a long time to write the right song for him, and I think two things came into play with that. One was just being in a better place to be able to deal with it. And as soon as I got that beat from Just, the chorus came in my head and I was like, ‘Yo, this could be it.’ I wrote anywhere from eight to 10 records about Proof, but nothing was right until I got that beat.”

Eminem made it clear that “Recovery” meant change the moment he released “Not Afraid.” For years, his albums’ lead singles — from “My Name Is” to “We Made You” — were celebrity-bashing tirades set to sing-songy choruses, meant explicitly to set tongues ablaze. In their accompanying music videos, he’d dress up like his subjects (Elvis and Michael Jackson, most notoriously) or subject them to violent fantasies (Moby).

With “Not Afraid,” Eminem stuck to an inspirational narrative, telling troubled listeners to “come take my hand” over a propulsive Boi-1da beat. Fans immediately responded. “Not Afraid” debuted at No. 1 on the Billboard Hot 100 and again put him in rarefied company — only 15 other artists have achieved the same feat, starting with Michael Jackson in 1995 with “You Are Not Alone.”

“It’s quickly taking its place next to ‘Lose Yourself’ as a record that people can connect with on a personal level,” Interscope executive VP of marketing and publicity Dennis Dennehy says, referring to Eminem’s Oscar- and Grammy-winning song from “8 Mile.”

“We’re going to hear ‘Not Afraid’ for a long time,” says Peter Rosenberg, host of WQHT New York’s morning show and “Real Late With Peter Rosenberg.” That said, Rosenberg adds that the song isn’t in heavy rotation at his station. “Hot 97 tends to gravitate toward its core artists—Kanye West, Drake,” he says. “Em will always be a Z100 [WHTZ New York] artist also, so I think urban radio doesn’t always know what role he can play because of that. That being said, I think the record with Rihanna will be a hip-hop and a pop smash.”

“Not Afraid” did, in fact, receive repeat play on national network TV during the NBA playoffs. It aired frequently during HBO’s “24/7″ series, which previews high-profile boxing matches, and as Ultimate Fighting Championship star Chuck Liddell’s entrance music during a recent pay-per-view fight.

“We were very aggressive in licensing the music so that we could support the radio campaign as much as we could as early as we could,” Interscope vice chairman Steve Berman says. “That was a key goal for us. Now it’s become a kind of sports anthem.”

“Won’t Back Down” was featured in a prominent TV spot for “Call of Duty: Black Ops,” the anticipated next installment of Activision/Blizzard’s top videogame franchise. “We worked with Eminem’s team last year and used ‘ ‘Til I Collapse’ in the spot for ‘Call of Duty: Modern Warfare 2,’ ” says the game’s head of marketing, Rob Kostich. “Our demo is squarely focused on males ages 18-34. Eminem is one of the top-selling artists in the world and this is a top game, so it’s perfect.”

Selecting the right brand involvement for an artist who has always courted controversy comes with challenges, but his manager Rosenberg says, “For him, it’s all about things that make sense. He’s not necessarily out there looking for the next way to make more money. He’s just looking to do the thing that he enjoys.”

Interscope chose online video platform Vevo as its partner to premiere the “Not Afraid” video. “We live in a different marketplace today,” Berman says. “MTV does not have nearly the power it used to in pushing a visual out, so it was very important for us that we go to the places that are powerful to do that.” On the day of the premiere, Vevo flipped the E in its name to reflect Eminem’s logo.

Like much of the “Recovery” campaign’s key elements, the Vevo premiere was announced without much advance warning, heightening excitement around the album. On April 14, Eminem simply wrote, “There is no Relapse 2″ on his Twitter page, sending his followers and media outlets into a speculative frenzy for several hours before announcing “Recovery.” After the album leaked two weeks early, his camp waited until just a few days before street date to announce that the release had been moved from June 22 to June 21.

Like his surprise set at the Red Bull EmSee event, Eminem’s TV appearances have come with little advance fanfare. A viral spot with former ShamWow spokesman Vince Shlomi surfaced without warning, and on the album’s street date, he played the rooftop of Manhattan’s Ed Sullivan Theater with Jay-Z, a performance that will air June 25 on “Late Show With David Letterman.” A performance of “Won’t Back Down” with the Roots will air on “Late Night With Jimmy Fallon” the same night.

Other appearances, however, have been much less stealth. On May 12, Eminem and Jay-Z attended a baseball game in Detroit to announce that they’d play two joint stadium shows in their hometowns. The concerts, scheduled for early September, will be produced by Live Nation Entertainment. “They brought the idea to me and as soon as they mentioned Jay, I was good,” Eminem says. “I’m always honored to work with Jay.” Though Eminem is booked to perform at a series of European festivals in July and the Epicenter 2010 Festival in Fontana, Calif., in September, he’s taking his time with planning a full-fledged tour.

“I’ll do these shows and see how I feel afterward, then set up a couple more,” Eminem says. “I’ve had to relearn to do shows sober, because there were so many years that I didn’t know how to do it. Alcohol, Valium — all these things were crutches for me so that I didn’t have to feel anything when I went onstage. Everything right now is a step at a time, a day at a time.”

Now that Eminem is signaling a new era in his music, it would be natural to wonder how this affects his business. But despite his respect for fellow rap icon Jay-Z, Eminem doesn’t plan to follow in his entrepreneurial footsteps.

“I don’t think he wants to be that kind of businessman,” Rosenberg says. “I think he’s really focused on the creative side. He’s never been someone who’s set out to have a bunch of different companies out there, sort of playing the system. He’s just not that kind of guy.”

The one project Eminem and Rosenberg are focused on is the rebuilding of their label, Shady Records. “What we mean by that is finding great new artists,” Rosenberg says. “That’s one of the things he is passionate about.” Eminem has cited underground all-star group Slaughterhouse as his first planned signing, and he says more artists are on the table but not ready to be announced.

How Eminem’s post-”Recovery” world evolves is unclear, but focusing on art over money is a plan that has yet to fail him on both ends. “Honestly, as long as people enjoy the music, that means the most to me,” Eminem says with unabashed sincerity. “I could sell 80 million records in the first week, and if my peers or fans of real hip-hop didn’t like it, it really wouldn’t mean anything.”

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